Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.13





 EMPLOYMENT AGREEMENT

  THIS AGREEMENT made as of the 1st day of January, 2004

	BETWEEN:	 
	 	 
	 	US Geothermal Inc., a body corporate having an office
      at Suite B
	 	1509 Tyrell Lane Boise, Idaho 83706
	 	(the "Company")
	 	 
	AND:	 
	 	 
	 	Ronald P. Bourgeois of 3630 West 34th Avenue,
      Vancouver,
	 	British Columbia, Canada, V6N 2L1
	 	(the "Employee")



WHEREAS:



(A) 	the Company is in the business of developing its Raft River geothermal property;



(B) 	the Company wishes to engage the Employee as Chief Financial Officer and Secretary; and



(C) 	the parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms applicable to the employment of the Employee during the period hereinafter set out.


  NOW THEREFORE THIS AGREEMENT WITNESSES that the parties
  hereto, in consideration of the respective covenants and agreements on the part
  of each of them herein contained, do hereby covenant and agree as follows: 

 1.  Employment  

 The Company hereby engages the Employee as Chief Financial
  officer and Secretary of the Company, and the Employee hereby accepts such employment,
  upon the terms and conditions hereinafter set out. 

 2.  Term  

 This Agreement will be effective from January 1, 2004 and
  will remain in full force and effect until terminated as hereinafter provided.










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3.  	Responsibility 



 	The Employee will devote appropriate working time to his Employment hereunder, and while engaged in his employment will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons
holding similar positions in other development companies comparable in size to the Company and such additional and related duties as may from time to time be assigned, delegated, limited or determined by the Board of Directors.



4.  	Other Business Activities 


 It is agreed that the Employee's employment hereunder shall
  constitute provide no less than forty (40) hours per month which shall be devoted
  exclusively for the benefit of the Company, and therefore: The Employee may
  be required to provide additional time to perform his duties and responsibilities
  and will be remunerated for such incremental time in accordance with Paragraph
  5 (b).

	(a) 	the Employee may engage
        in any other business activities, so long as such activities will not
        interfere with, or impede, in any significant manner the performance of
        his duties as Chief Financial Officer and Secretary of the Company provided,
        however, that: 

          

	 	(i)
   	other than the business activities already
        disclosed to the President, before the Employee can engage in any such
        other business activity which involves the Employee owning or acquiring
        any interest, directly or indirectly, in any geothermal property or the
        rendering of any advice or service to another person, partnership or other
        legal entity or a joint venture engaged in the business of exploring for
        and/or developing geothermal resources the Employee must disclose full
        particulars thereof in writing to the President, and within 15 days after
        the date of such disclosure, the Employee must receive from the President
        a decision that such activities by the Employee will not, in the opinion
        of the President, interfere or be in conflict with the Employee's performance
        of his duties to the Company hereunder;

         

	 	(ii)
   	Before engaging in any such other business
        activity other than an investment or acquisition of the kind described
        in sub-paragraph (a)(i) of this Section 4, the Employee shall have disclosed
        same in writing to the President; and,

         

	 	(iii)
   	an investment or acquisition of the
        kind described in sub-paragraph (a)(i) of this Section 4 does not include
        investment in publicly traded

         










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development or other resource companies,
  where such investment does not constitute 10%, either directly or after exercise
  of any share acquisition rights, of the issued capital of the company in question,
  nor a control position, nor part of a control block.

	(b)  	the Employee shall refer to the President any and
        all matters and transactions in respect of which an actual or potential
        conflict of interest between the Employee and the Company has arisen or
        may arise, however remote the possibility, and the Employee shall not
        proceed with any such matter or transaction until the President's approval
        therefore is obtained. Such approval shall not be denied unless it is
        evident that it will impact the Company’s competitive position. For
        purposes of clarification, this provision is not intended to limit in
        any way the Employee's other fiduciary obligations to the Company, which
        may arise in law or in equity. 



5.  Compensation  

 In consideration of the performance by the Employee of his
  responsibilities and duties as Chief Operating Officer hereunder: 

	(a)

        	the Company will pay the Employee the
        sum of US$24,000 per annum, payable in monthly installments of $2,000
        no later than the last working day of the month. The Employee may elect
        to have any compensation payable hereunder paid into any jurisdiction
        of his choice, but the Company may decline to pay such compensation to
        the Employee at the place specified if the Company determines that such
        payment in such jurisdiction would violate the laws of the jurisdiction
        of the place of payment specified by the Employee or the laws of any other
        country or if the Company otherwise determines that payment to the Employee
        or for his account in such place would be prejudicial to the Company;

         

	(b)

        	Where on a monthly basis the Employee
        has provided in excess of forty (40) hours, up to a maximum of $5,000,
        the incremental will be remunerated in the form of common shares of the
        Company to be issued in accordance with the rules and regulations of the
        TSX Venture Exchange. Such increment will be earned at the rate of $55.00
        per hour.

         

	(c)

        	the Company will grant the Employee
        incentive stock options in such amount and on such conditions as the Board
        of Directors of the Company may determine from time to time; and

         










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	 	in recognition of the Employee’s work and effort
        from January 1, 2003 to December 31, 2003, specifically in respect of
        the reorganization which closed on December 19, 2003; the employee shall
        receive a one-time consideration of $18,000. This consideration shall
        be paid with $5,000 in cash and a $13,000 stipend to be applied against
        the exercise of the Company’s stock options. The stipend shall be
        applied against the exercise of the Company’s stock options. Payment
        of the cash portion shall be no later than January 15th 2004
        whereas the exercise of the options shall be made within 10 working days
        of the exercise of the stock option grant. 



6.  Expenses  

 The Company will reimburse the Employee for any and all reasonable
  and documented expenses actually and necessarily incurred by the Employee in
  connection with the performance of his duties under this Agreement. The Employee
  will furnish the Company with an itemized account of his expenses in such form
  or forms as may reasonably be required by the Company and at such times or intervals
  as may be required by the Company. 

 7.  Review of Agreement Upon Financial
  Close  

 Whereas the purpose of the organization of the Company is
  to commercially develop the Raft River, Idaho geothermal resource, it is mutually
  acknowledged that the working time commitment and compensation of the Employee
  may materially change upon procurement of a Power Purchase Agreement and the
  closing of a financial package to construct and commission an electrical generation
  facility. The Company shall request that the Executive Committee of the Board
  of Directors, within fifteen (15) working days of said close to review and if
  deemed appropriate replace this Employment Agreement with a new employment agreement.
  Such an undertaking shall not be construed as a contractual obligation on the
  part of the Company to provide an increase in compensation. 

 8.  Change of Control  

 Cognizant that the Company is a publicly owned entity, should
  a Change of Control occur, the Employee, at his option shall elect to receive
  compensation of $50,000 no later than five (5) working days after the effective
  date that the Change of Control has occurred. This compensation is payable by
  the Company or its Successor regardless of whether or not the Employee continues
  under employment pursuant to this Employment Agreement or is replaced with a
  new agreement. 









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9.  	Termination 


 This Agreement and the Employee's employment may be terminated
  by the Company summarily and without notice, payment in lieu of notice, severance
  payments, benefits, damages or any sums whatsoever, on the occurrence of any
  one or more of the following events: 

	 	(a)
   	The Employee’s failure to carry
        out his duties hereunder in a competent and professional manner;

         

	 	(b)
   	The Employee’s appropriation of
        corporate opportunities for the Employee’s direct or indirect benefit
        or his failure to disclose any material conflict of interest;

         

	 	(c)
   	The Employee’s plea of guilty to,
        or conviction of, an indictable offence once all appeals (if any) have
        been completed without such conviction having been reversed;

         

	 	(d)
   	The existence of cause for termination
        of the Employee at common law including but not limited to cause related
        to fraud, dishonesty, illegality, breach of statute or regulation, or
        gross incompetence;

         

	 	(e)
   	Failure on the part of the Employee
        to disclose material facts concerning his business interests or employment
        outside of his employment by the Company, provided such facts relate to
        the Employee’s duties hereunder;

         

	 	(f)
   	Refusal on the part of the Employee
        to follow the reasonable and lawful directions of the Company;

         

	 	(g)
   	Breach of fiduciary duty to the Company
        on the part of the Employee;

         

	 	(h)
   	Material breach of this Agreement or
        gross negligence on the part of the Employee in carrying out his duties
        under this Agreement; or

         

	 	(i)	A declaration of bankruptcy on the part
        of the Employee by a court of competent jurisdiction.



 9.1 In the event of the early termination of the Agreement
  for any reason set out in Section 9 above, the Employee shall only be entitled
  to such compensation as would otherwise be payable to the Employee hereunder
  up to and including such date of termination, as the case may be. 

 9.2 This Agreement and the Employee's employment may
  be terminated on notice by the Company to the Employee for any reason other
  than for the reasons set out in Section 8 above of this Agreement upon one month
  notice to the Employee. In such event, the Employee 








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 will be entitled to payment of salary and expenses until the
  date one month after which notice was given. 

 9.3 This Agreement and the Employee's employment may
  be terminated on notice by the Employee to the Company for any reason upon one
  month notice to the Company. In such event, the Employee will be entitled to
  payment of salary and expenses until the date one month after which notice was
  given. 

 10. Confidential Information  

 The Employee agrees to keep the affairs and Confidential Information
  (as defined below) of the Company strictly confidential and shall not disclose
  the same to any person, company or firm, directly or indirectly, during or after
  his employment by the Company except as authorized in writing by the Board.
  "Confidential Information" includes, without limitation, the following types
  of information or material, both existing and contemplated, regarding the Company
  or its parent, affiliated or subsidiary companies: corporate information, including
  contractual licensing arrangements, plans, strategies, tactics, policies, resolutions,
  patent, trademark and trade name applications; any litigation or negotiations;
  information concerning suppliers; marketing information, including sales, investment
  and product plans, customer lists, strategies, methods, customers, prospects
  and market research data; financial information, including cost and performance
  data, debt arrangements, equity structure, investors and holdings; operational
  and scientific information, including trade secrets; technical information,
  including technical drawings and designs; any information relating to any mineral
  projects in which the Company has an actual or potential interest; and personnel
  information, including personnel lists, resumes, personnel data, organizational
  structure and performance evaluations. The Employee agrees not to use such information,
  directly or indirectly, for his own interests, or any interests other than those
  of the Company, whether or not those interests conflict with the interests of
  the Company during or after his employment by the Company. The Employee expressly
  acknowledges and agrees that all information relating to the Company, whether
  financial, technical or otherwise shall, upon execution of this Agreement and
  thereafter, as the case may be, be the sole property of the Company, whether
  arising before or after the execution of this Agreement. The Employee expressly
  agrees not to divulge any of the foregoing information to any person, partnership,
  Company or other legal entity or to assist in the disclosure or divulging of
  any such information, directly or indirectly, except as required by law or as
  otherwise authorized in writing by the Board. The provisions of this Section
  10 and Section 10.1 below shall survive the termination of this Agreement. 

 10.1 The Employee agrees that all documents of any
  nature pertaining to the activities of the Company or its related corporate
  entities, including Confidential Information, in the Employee's possession now
  or at any time during the Employee's period of employment, are and shall be
  the property of the Company and that all such documents and copies of them shall
  be surrendered to the Company when requested by the Company.









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11. 	Non-Competition 


 During the Non-Competition Period (as defined below), the
  Employee shall not, either individually or in partnership or jointly or in conjunction
  with any other person, entity or organization, as principal, agent, consultant,
  lender, contractor, employer, employee, investor, shareholder or in any other
  manner, directly or indirectly, advise, manage, carry on, establish, control,
  engage in, invest in, offer financial assistance or services to, or permit the
  Employee's name or any part thereof to be used by, any business in geothermal
  resources that competes with the business of the Company, its parent, affiliated
  or subsidiary companies, or any business in which the Company, its parent, affiliated
  or subsidiary companies is engaged. Competition, for purposes of this paragraph
  is defined as a 100-mile radius around any and all geothermal properties acquired
  by the Company up to and inclusive of the date of termination. For purposes
  of this Agreement, “Non-Competition Period” means a period ending
  twelve (12) months after the end of the termination of this Agreement. 

 12. Acknowledgement  

 The Employee acknowledges that damages would be an insufficient
  remedy for a breach by him of this Agreement and agrees that the Company may
  apply for and obtain any relief available to it in a court of law or equity,
  including injunctive relief, to restrain breach or threat of breach of this
  Agreement by the Employee or to enforce the covenants contained therein and,
  in particular, the covenants contained in Sections 10 and 11, in addition to
  rights the Company may have to damages arising from said breach or threat of
  breach. The Company, in turn, acknowledges that in seeking remedy in a court
  of law or equity, it is not attempting to deny the Employee, if in good faith
  he is seeking to improve his financial well being. 

 13. Representations and Warranties  

 The Employee represents and warrants to the Company that the
  execution and performance of this Agreement will not result in or constitute
  a default, breach, or violation, or an event that, with notice or lapse of time
  or both, would be a default, breach, or violation, of any understanding, agreement
  or commitment, written or oral, express or implied, to which the Employee is
  currently a party or by which the Employee or Employee's property is currently
  bound. 

 14. Governing Law  

 This Agreement shall be construed and enforced in accordance
  with the laws of the State of Idaho, USA. 

 15. Entire Agreement  

 This Agreement constitutes the entire agreement between the
  parties hereto with 








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 respect to the relationship between the Company and the Employee
  and supersedes all prior arrangements and agreements, whether oral or in writing
  between the parties hereto with respect to the subject matter hereof. 

 16. Amendments  

 No amendment to or variation of the terms of this Agreement
  will be effective or binding upon the parties hereto unless made in writing
  and signed by both of the parties hereto. 

 17. Assignment  

 This Agreement is not assignable by the Employee. This Agreement
  is assignable by the Company to any other company, which controls, is controlled
  by, or is under common control with the Company. This Agreement shall enure
  to the benefit of and be binding upon the Company and its successors and permitted
  assigns and the Employee and his heirs, executors and administrators. 

 18. Severability  

 Any provision of this Agreement that is prohibited or unenforceable
  in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
  of the prohibition or unenforceability and shall be severed from the balance
  of this Agreement, all without affecting the remaining provisions of this Agreement
  or affecting the validity or enforceability of such provision in any other jurisdiction.


 19. Headings  

 The division of this Agreement into Sections and the insertion
  of headings are for convenience or reference only and shall not affect the construction
  or interpretation of this Agreement. 

 20. Time of Essence  

 Time shall be of the essence in all respects of this Agreement.


 21. Independent Legal Advice  

 The Employee agrees that he has had, or has had the opportunity
  to obtain, independent legal advice in connection with the execution of this
  Agreement and has read this Agreement in its entirety, understands its contents
  and is signing this Agreement freely and voluntarily, without duress or undue
  influence from any party. 









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22. 	Notice 


 Any notice required or permitted to be made or given under
  this Agreement to either party shall be in writing and shall be sufficiently
  given if delivered personally, by electronic transmission, or if sent by prepaid
  registered mail to the intended recipient of such notice at their respective
  addresses set forth below or to such other address as may, from time to time,
  be designated by notice given in the manner provided in this Section: 

	 	In the case of Company:
	 	 
	 	US Geothermal Inc.
	 	1509 Tyrell Lane, Suite B
	 	Boise, Idaho 83706
	 	Attention: Corporate Secretary
	 	Fax No.:    208 424 1030
	 	 
	 	In the case of Employee:
	 	 
	 	Ronald P. Bourgeois
	 	3630 West 34th Avenue
	 	Vancouver, British Columbia, V6N 2L1
	 	Fax No.:    604 263 3950



23  	Execution 


 Any notice delivered to the party to whom it is addressed
  shall be deemed to have been given and received on the day it is so delivered
  or, if such day is not a business day, then on the next business day following
  any such day. Any notice mailed shall be deemed to have been given and received
  on the 10th business day following the date of mailing. In the case of facsimile
  transmission, notice is deemed to have been given or served on the party to
  whom it was sent at the time of dispatch if, following transmission, the sender
  receives a transmission confirmation report or, if the sender’s facsimile
  machine is not equipped to issue a transmission confirmation report, the recipient
  confirms in writing that the notice has been received. 


 	IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.



US GEOTHERMAL INC. 










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 By: ______________________________

         Authorized Signatory  


SIGNED by the Employee in the presence of:


	__________________________	__________________________
	Witness	Ronald P Bourgeois
	 	 
	__________________________	 
	Printed Name of Witness